January 6, 2003 U.S. Timberlands Company, L.P. 625 Madison Avenue, Suite 10-B New York, New York 10022 Gentlemen: Reference is hereby made to that certain Agreement and Plan of Merger, dated as of October 16, 2002 (the "Merger Agreement"), by and...

                                                                  Exhibit 99(d)2

                      U.S. TIMBERLANDS HOLDINGS GROUP, LLC
                      U.S. TIMBERLANDS ACQUISITION CO., LLC
                         000 XXXXXXX XXXXXX, XXXXX 00-X
                            XXX XXXX, XXX XXXX 00000

                                               January 6, 0000

X.X. Xxxxxxxxxxx Company, L.P.
000 Xxxxxxx Xxxxxx, Xxxxx 00-X
Xxx Xxxx, Xxx Xxxx 00000

Gentlemen:

      Reference is hereby made to that certain Agreement and Plan of Merger,
dated as of October 16, 2002 (the "Merger Agreement"), by and among U.S.
Timberlands Holdings Group, LLC, a Delaware limited liability company
("Holdings"), U.S. Timberlands Acquisition Co., a Delaware limited liability
company (the "Buyer"), and U.S. Timberlands Company, L.P., a Delaware limited
partnership (the "Company"). Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Merger Agreement.

      In connection with its review of the Schedule TO filed by Holdings and the
Buyer with respect to the Offer, the Securities and Exchange Commission has
requested that Holdings and the Buyer limit their ability to enforce certain
aspects of the condition set forth in Section 4(b) of the Conditions of the
Offer to Purchase attached as Appendix I to the Merger Agreement (the
"Outstanding Litigation Condition"). Accordingly, Holdings and the Buyer hereby
agree that the provisions of the Merger Agreement shall be enforceable against
Holdings and the Buyer as if the Outstanding Litigation Condition read, in its
entirety, as follows:

            "(b) there shall be any outstanding litigation with any third party
      relating to the Offer, the Merger, this Agreement or the transactions
      contemplated hereby which has not been finally dismissed or settled to the
      satisfaction of Holdings and the Buyer in their reasonable discretion, and
      which is reasonably likely to have a Material Adverse Effect or a material
      adverse impact on the ability of Holdings and Buyer to consummate the
      Offer or the Merger;"




      Except as specifically set forth herein, all terms and conditions of the
Merger Agreement shall remain in full force and effect.

                                    Very truly yours,

                                    U.S. TIMBERLANDS HOLDINGS GROUP, LLC

                                    By: /s/ Xxxx X. Xxxxx
                                        --------------------------------
                                    Name:  Xxxx X. Xxxxx
                                    Title: Chief Executive Officer and President

                                    U.S. TIMBERLANDS ACQUISITION CO., LLC

                                    By:  /s/ Xxxx X. Xxxxx
                                        --------------------------------
                                    Name:  Xxxx X. Xxxxx
                                    Title: Chief Executive Officer and President